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EXHIBIT 10.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
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THIS AMENDMENT made and entered into by and between Metropolitan
HealthCare, Inc. ("Seller"), a Georgia Corporation, and American HealthChoice,
Inc. ("Purchaser"), a New York Corporation.
W I T N E S S E T H
WHEREAS, Seller and Purchaser entered into that certain Asset Purchase
Agreement dated January 5, 1996, regarding the purchase of certain assets and
assumption of certain liabilities of Purchaser (the "Purchase Agreement"); and,
WHEREAS, the parties desire to amend the Purchase Agreement in the
manner set forth herein;
NOW THEREFORE, for and in consideration of the sum of ONE DOLLAR
($1.00) cash in hand paid by each party to the other, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
i. Unless otherwise indicated herein, all capitalized terms used herein
shall have the same meaning ascribed to them in the Purchase
Agreement.
ii. Section 1.13 of the Purchase Agreement is hereby amended by deleting
the Woodlawn Practice from the list of Purchased Practices set forth
in said section.
iii. Exhibit "A" of the Purchase Agreement is hereby amended by deleting
the same in its entirety and substituting the Exhibit "A" which is
attached hereto.
iv. Exhibit "B" of the Purchase Agreement is hereby amended by deleting
the same in its entirety and substituting the Exhibit "B" which is
attached hereto.
v. Exhibit "C" of the Purchase Agreement is hereby amended by deleting
the same in its entirety and substituting the Exhibit "C" which is
attached hereto.
vi. Exhibit "F" of the Purchase Agreement is hereby amended by deleting
the same in its entirety and substituting the Exhibit "F" which is
attached hereto.
vii. Except as specifically amended or modified herein, the Purchase
Agreement shall continue in full force and effect in accordance with
the respective terms and conditions thereof.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of the 29th day of February, 1996.
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"SELLER"
METROPOLITAN HEALTHCARE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Chairman
"PURCHASER"
AMERICAN HEALTHCHOICE, INC.
By: /s/ Xxxxxxx Xxxx
------------------------------------
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EXHIBIT "A"
LIST OF ASSUMED CONTRACTS
The Assumed Contracts shall consist of all the Seller's right, title
and interest in and to the following real estate leases, contracts and all
amendments, modifications, assignments, or other agreements relating thereto:
Real Estate Leases
1. Lease Agreement between Hospital Authority of Xxxxxx County and M.
Xxxxxx Xxxxxx, Xx., M.D., P.C. dated July 23, 1991, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated January 13,
1995, for premises located at 000 Xxxxxxx Xxxxx Xxxx, XX, Xxxxx 000,
Xxxxxxx, Xxxxxxx, 00000;
2. Professional Office Lease Agreement between Xxxxxxx X. Xxxxx, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995, for premises
located at 0000 Xxxxx Xxxxxx, XX, Xxxxxxx, Xxxxxxx, 00000
3. Professional Office Lease Agreement between Xxxxxxx and Xxxxxx and
Xxxxxxx X. Xxxxx, M.D. dated March 7, 1992, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated March 3, 1994,
for premises located at 000 Xxxxxxx Xxxx, Xxxxx X, XxXxxxxxx, Xxxxxxx,
00000.
Equipment Leases
1. Lease between Copelco Capital and Metropolitan HealthCare, Inc. for
medical equipment located at Conyers, McDonough and Xxxxx Xxxx
Practices;
2. Agreement as of June 14, 1994, between Metropolitan HealthCare, Inc.
and Internal Medicine Associates at Xxxxx Xxxx, P.C. and Xxxxxxx
Xxxxx, M.D. for leased office/medical furniture and equipment for 48
monthly payments in the amount of $878.87 per month, with option to
purchase.
Physician Agreements
1. Provider Agreement by and between Metropolitan HealthCare, Inc. and
Xxxxxxx X. Xxxxx, M.D. dated January 26, 1995;
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2. Restrictive Covenant by and between Xxxxxxx X. Xxxxx, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995;
3. Provider Agreement by and between Metropolitan HealthCare, Inc. and
M. Xxxxxx Xxxxxx, Xx., M.D. dated January 13, 1995;
4. Restrictive Covenant by and between M. Xxxxxx Xxxxxx, Xx., M.D. and
Metropolitan HealthCare, Inc. dated January 13, 1995;
5. Provider Agreement by and between Xxxxxxx X. Xxxxx, M.D. and Xxxxxx X.
Xxxxxxx, M.D. dated March 7, 1992, and assigned to Metropolitan
HealthCare, Inc. pursuant to Asset Purchase Agreement dated March 3,
1994;
6. Restrictive Covenant by and between Xxxxxx X. Xxxxxxx, M.D. and
Xxxxxxx X. Xxxxx, M.D. dated March 7, 1992, and subsequently assigned
to Metropolitan HealthCare, Inc. pursuant to Asset Purchase Agreement
dated March 3, 1994;
7. Provider Agreement by and between Metropolitan HealthCare, Inc. and
Xxxxxxx Xxxxx, M.D. dated June 14, 1994;
8. Restrictive Covenant by and between Xxxxxxx Xxxxx, M.D. and
Metropolitan HealthCare, Inc. dated June 14, 1994.
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EXHIBIT "B"
LIST OF ASSUMED TRADE LIABILITIES
The Assumed Trade Liabilities shall consist of only the following
debts, claims, expenses and liabilities:
All debts listed on Attachment "1" attached hereto and incorporated
herein by reference.
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EXHIBIT "C"
LIST OF ASSUMED NOTES
1. Promissory Note dated January 13, 1995, made by Metropolitan
HealthCare, Inc. in favor of M. Xxxxxx Xxxxxx, Xx., M.D., P.C. and M.
Xxxxxx Xxxxxx, Xx., M.D. in the original principal amount of
$227,600.00;
2. Promissory Note dated January 26, 1995, made by Metropolitan
HealthCare, Inc. in favor of Xxxxxxx X. Xxxxx, M.D. in the original
principal amount of $522,500.00;
3. Promissory Note dated June 14, 1994, made by Metropolitan HealthCare,
Inc. in favor of Internal Medicine Associates at Xxxxx Xxxx, P.C. and
Xxxxxxx Xxxxx, M.D. in the original principal amount of $213,000.00;
4. Promissory Note dated March 3, 1994, made by Metropolitan HealthCare,
Inc. in favor of Xxxxxxx X. Xxxxx, M.D., in the original principal
amount of $167,959.59, whereby MHI agreed to pay jointly to the holder
and Xxxxx General Hospital the original principal amount of $60,000.00
and MHI agreed to pay jointly to the holder and Xxxxxx X. Xxxxxxx,
M.D. the original principal amount of $107,959.59;
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EXHIBIT "F"
ASSIGNMENT
FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby
acknowledged, METROPOLITAN HEALTHCARE, INC., a Georgia corporation
("Assignor"), hereby assigns to AMERICAN HEALTHCHOICE, INC., a New York
corporation ("Assignee"), all of its right, title, interest, benefits and
obligations in, to and under the leases and other agreements which are set
forth in Attachment "A" attached hereto and incorporated herein by this
reference (collectively, the "Assumed Contracts").
Assignor represents and warrants to Assignee that the Assumed
Contracts are in full force and effect, that they have not been amended or
modified except as set forth in Attachment "A," and that Assignor is authorized
to assign the Assumed Contracts to Assignee by order(s) of the United States
Bankruptcy Court for the Northern District of Georgia, Atlanta Division, in a
Chapter 11 bankruptcy case styled In re Metropolitan HealthCare, Inc., Case No.
95-75348-JB.
Subject to and in consideration of the foregoing, Assignee hereby
agrees to assume the duty to perform all of the future obligations of Assignor
under the Assumed Contracts.
IN WITNESS WHEREOF, the undersigned have executed this Assignment this
_______ day of ____________________, 1996.
"ASSIGNOR"
METROPOLITAN HEALTHCARE, INC.
____________________________________
By:_________________________________
Title:______________________________
"ASSIGNEE"
AMERICAN HEALTHCHOICE, INC.
____________________________________
By:_________________________________
Title:______________________________
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ATTACHMENT "A"
LIST OF ASSUMED CONTRACTS
The Assumed Contracts shall consist of all the Seller's right, title
and interest in and to the following real estate leases, contracts and all
amendments, modifications, assignments, or other agreements relating thereto:
Real Estate Leases
1. Lease Agreement between Hospital Authority of Xxxxxx County and M.
Xxxxxx Xxxxxx, Xx., M.D., P.C. dated July 23, 1991, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated January 13,
1995, for premises located at 000 Xxxxxxx Xxxxx Xxxx, XX, Xxxxx 000,
Xxxxxxx, Xxxxxxx, 00000;
2. Professional Office Lease Agreement between Xxxxxxx X. Xxxxx, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995, for premises
located at 0000 Xxxxx Xxxxxx, XX, Xxxxxxx, Xxxxxxx, 00000
3. Professional Office Lease Agreement between Xxxxxxx and Xxxxxx and
Xxxxxxx X. Xxxxx, M.D. dated March 7, 1992, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated March 3, 1994,
for premises located at 000 Xxxxxxx Xxxx, Xxxxx X, XxXxxxxxx, Xxxxxxx,
00000.
Equipment Leases
1. Lease between Copelco Capital and Metropolitan HealthCare, Inc. for
medical equipment located at Conyers, McDonough and Xxxxx Xxxx
Practices;
2. Agreement as of June 14, 1994, between Metropolitan HealthCare, Inc.
and Internal Medicine Associates at Xxxxx Xxxx, P.C. and Xxxxxxx
Xxxxx, M.D. for leased office/ medical furniture and
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equipment for 48 monthly payments in the amount of $878.87 per month,
with option to purchase.
Physician Agreements
1. Provider Agreement by and between Metropolitan HealthCare, Inc. and
Xxxxxxx X. Xxxxx, M.D. dated January 26, 1995;
2. Restrictive Covenant by and between Xxxxxxx X. Xxxxx, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995;
3. Provider Agreement by and between Metropolitan HealthCare, Inc. and M.
Xxxxxx Xxxxxx, Xx., M.D. dated January 13, 1995;
4. Restrictive Covenant by and between M. Xxxxxx Xxxxxx, Xx., M.D. and
Metropolitan HealthCare, Inc. dated January 13, 1995;
5. Provider Agreement by and between Xxxxxxx X. Xxxxx, M.D. and Xxxxxx X.
Xxxxxxx, M.D. dated March 7, 1992, and assigned to Metropolitan
HealthCare, Inc. pursuant to Asset Purchase Agreement dated March 3,
1994;
6. Restrictive Covenant by and between Xxxxxx X. Xxxxxxx, M.D. and
Xxxxxxx X. Xxxxx, M.D. dated March 7, 1992, and subsequently assigned
to Metropolitan HealthCare, Inc. pursuant to Asset Purchase Agreement
dated March 3, 1994;
7. Provider Agreement by and between Metropolitan HealthCare, Inc. and
Xxxxxxx Xxxxx, M.D. dated June 14, 1994;
8. Restrictive Covenant by and between Xxxxxxx Xxxxx, M.D. and
Metropolitan HealthCare, Inc. dated June 14, 1994.
IN WITNESS WHEREOF, the undersigned have executed this Assignment this
_______ day of ________________, 1995.
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METROPOLITAN HEALTHCARE, INC.
____________________________________
By:_________________________________
Title:______________________________
AMERICAN HEALTHCHOICE, INC.
____________________________________
By:_________________________________
Title:______________________________
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